TIDMTFW

RNS Number : 8509P

Thorpe(F.W.) PLC

12 October 2023

Results

for the year ended 30 June 2023

FW Thorpe Plc - a group of companies that de sign, manufacture and supply professional lighting systems - is pleased to announce its preliminary results for the year ended 30 June 2023.

Key points:

 
Continuing operations                    2023       2022                    Exc. 
                                                                          SchalLED/ 
                                                                           Zemper 
                                                                         acquisition 
-------------------------------------  ---------  ---------  ---------  ------------ 
Revenue                                GBP176.7m  GBP143.7m    23.0%       10.7% 
                                                              increase    increase 
Operating profit (before acquisition   GBP29.8m   GBP25.8m     15.6%        7.9% 
 adjustments)*                                                increase    increase 
Operating profit                       GBP27.8m   GBP24.7m     12.6%        8.8% 
                                                              increase    increase 
Profit before tax                      GBP26.9m   GBP24.1m     11.7%       10.2% 
                                                              increase    increase 
                                                               9.1%         9.2% 
Basic earnings per share                18.72p     17.16p     increase    increase 
-------------------------------------  ---------  ---------  ---------  ------------ 
 

* Acquisition adjustments are amortisation of acquisition related intangible assets

   --      Total interim and final dividend of 6.46p (2022: 6.15p) - an increase of 5.0% 
   --      Final dividend of 4.84p (2022: 4.61p) - an increase of 5.0% 

-- Strong revenue growth across the Group, both organically with service levels returning to normal and from the contributions of acquisitions

   --      Solid operating profit growth despite inflationary cost pressures 
   --      Expanded our presence in Germany with the addition of SchahlLED in September 2022 
   --      Net cash generated from operating activities remained strong - GBP31.9m (2022: GBP19.7m) 
   --      Solid start to 2023/24, with operating performance in line with the start of the prior year 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR) as supplemented by The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR").

For further information please contact:

 
FW Thorpe Plc 
Mike Allcock - Chairman, Joint Chief Executive   01527 583200 
Craig Muncaster - Joint Chief Executive, Group 
 Financial Director                              01527 583200 
 
     Singer Capital Markets - Nominated Adviser 
James Moat / Sam Butcher                         020 7496 3000 
 

Chairman's statement

Financial year 2022/23 was to a large extent less turbulent than the previous few years, notwithstanding some special challenges to deal with upon occasion. It has been the intention of the Board to make no further acquisitions whilst the Group builds its cash reserves and fully integrates recent acquisitions, in order to formulate more efficient Group activities whilst not losing the ability for individual companies to be autonomous and flourish.

Financial performance overall was strong, with significant organic revenue increases for most companies, primarily due to much improved material availability and the consequential fulfilment of the previous year's order backlog. All companies wrestled with inflationary effects on material and labour costs, and some were better able than others to adjust selling prices to maintain margins.

Group companies' service levels have returned to being good, and the order book and forecast situation is generally fine. Whilst material inflation is showing signs of slowing or even reversing, wage and salary inflation remains high.

The Annual Report and Accounts contains a more detailed appraisal of each company's individual achievements and challenges.

Group results

Group revenue increased by 23% to GBP176.7m (an organic 11% increase excluding the SchalLED and Zemper acquisitions) whilst operating profit increased by 13% to GBP27.8m. Operating profit before acquisition adjustments, removing the impact of amortisation of intangible assets established at purchase, grew 16% to GBP29.8m.

Revenue and operating profits were supported by the recent acquisitions of Zemper and SchahlLED. Last year's report included only nine months of Zemper's figures, with nine months of SchahlLED's figures included this year. Excluding Zemper and SchahlLED acquisition effects, for comparison's sake, like-for-like revenue increased by 11% to GBP159.1m and operating profit by 9% to GBP26.9m.

General overview

The Group's stand-out performer this year was Thorlux Lighting, which benefitted from its ability to deliver its order backlog, which had previously been caused by component shortages, especially microchips and electronic components.

The Dutch operations made a wonderful contribution overall, although their recent growth trajectory took a bit of a breather this year, with the companies struggling to grow revenue, whilst Lightronics also saw its margins squeezed by inflationary pressures.

Portland Lighting's profit reduced significantly because the company lacked a typical large roll-out project for outdoor retail sign lighting and because business costs increased as the company built its product range and operations to diversify into road sign lighting - namely with the Portland Traffic division. This new division has developed well, won some successful small orders and will make a more significant contribution to 2023/24 figures.

TRT Lighting increased its profit but, at only a 3% profit-to-sales ratio, profit remains significantly below Group expectations and must improve. In recent months the TRT Board structure has been altered and strengthened, with a new operations director and new sales director, and the sales team has been refreshed. TRT is also developing some interesting technical innovations to enhance its product portfolio. These changes have started well and will result in further improved performance in the current financial year.

The Group welcomed Zemper for its first full year - a year of getting to know each other better and a year for strategy and future planning. Zemper's facility in Spain is a credit to its founding family's professionalism. The company is very self-sufficient, with ownership of all its intellectual property, and with its own laboratory test facilities and state-of-the-art manufacturing equipment. In the year there were several exchange visits between Group company engineers and executives, and some significant technological projects are underway to harness Zemper's design, technical and manufacturing know-how. These projects will support the Group's electronic operations and its aspirations for premium connected technology in the emergency lighting sector.

Zemper's profit contribution to the Group in 2022/23 was marginally lower than forecast, with orders down in the first half year; however, various new products and marketing supported growth in the second half to recover the full year's numbers to be in line with the prior year's numbers. There was notable growth in both the French and Belgian markets - which, prior to Zemper's acquisition, were largely untapped by the Group - whilst the local Spanish market was tighter than in the previous year.

SchahlLED, since joining the Group this financial year, has continued to grow its customer base, primarily in the German market, for high technology SmartScan industrial luminaires. It is a pleasure to welcome the SchahlLED team, which excels at rooting out discerning industrial customers willing to pay for high quality luminaires with the latest Thorlux energy saving and controls technology. In the year, SchahlLED added nine months of revenue to the consolidated figures of GBP16.9m and operating profit of GBP2.3m before acquisition adjustments.

The Group's joint venture with Ratio Electric BV commenced with the opening of a UK operation close to the Group HQ in Redditch, headed by a young Thorlux design engineer. Investments in the year have already resulted in the UK operation's own sales and marketing team, a website, preliminary manufacturing capabilities, and a new pillar standalone-style twin 22kW electric vehicle (EV) charger - the Ratio io7 - available for sale by all Group companies. The charger, developed with common components from a Thorlux outdoor luminaire, is widely recognised as an innovative and stylish product; it is suitable for many applications but is mainly targeted at workplace charging, which matches the Group's core market of professional users. Availability of the new EV charging pillar has been limited due to production capacity restraints, but Ratio hopes to be able to better satisfy the Group's sales teams in coming months, who are chomping at the bit to get going. In the Netherlands, at the Ratio HQ, operations have been adjusting to the fast moving EV marketplace, and investments in smart charging technology and connectivity have dented returns.

For many years some shareholders have questioned the rationale behind the Group holding large cash reserves. The Board chooses to maintain a large reserve as one never knows what is around the corner, as proven recently by the COVID lockdown. The Board remains prudent, with no plans to move away from this philosophy, and will not fund further growth unless it can do so from cash reserves. Although reserves have reduced with recent acquisitions activity and with stock control complexities, even with future earn-out provisions and commitments the Board remains confident that the current GBP35.0m at the year end, which remains well above its desirable minimum target, will more than suffice.

There are targets around the Group to reduce stock - of components, in particular. The easing of the recent supply shortage situation has now inevitably created an overstock in most Group companies and elsewhere throughout the extensive supply chain. Stock levels are being actively managed, in particular to ensure agility in Group businesses and to reduce possible obsolescence. Whilst stock increased last year from GBP32.8m to GBP33.4m, the number reduced from an interim high of GBP37.9m and will fall further.

On the capital investment front, I am pleased to report that investment at Famostar has completed, with a new substantial factory/warehouse extension (GBP1.9m) setting up Famostar for growth for some years to come. The extension was almost entirely funded by savings from closing external rented accommodation that had been used for storing stock. The new facility has solar PV, in keeping with the Group's sustainability targets, the investment having an excellent payback period due to recent increases in energy costs.

At Zemper, the Group has invested in a new and dedicated injection moulding shop (GBP0.7m) next to the current electronics factory in Ciudad Real, moving plant from an older facility some distance away. Opened in July 2023, this new factory has already started to produce some critical parts for the Thorlux SmartScan wireless transmitter housing and has capacity to take on more if this idea of insourcing becomes attractive. The new plant has the capacity to increase Zemper's productivity by 50%, and having local production cuts costs and CO(2) emissions. The factory also has its own solar PV array, which is particularly powerful, of course, in Spain. Finally, Zemper has purchased a new electronic production line to improve its capacity.

Sustainability is one of the key pillars for the Group, one that interests many of its shareholders and will continue to be a focus. All Group companies are now certified independently to ISO 14001, an international standard for providing a systematic framework for the continuous improvement of a company's environmental performance. Due to the Group's renowned carbon offsetting programme on its own land in Devauden, Wales, the Group is now independently certified as carbon neutral for Scope 1 and 2 emissions (those emissions produced by companies' own activities such as use of electricity, gas and diesel). To date, since the programme's inception in 2009, the Group has planted an amazing 179,412 trees and has now run out of land. Therefore, in July 2023, the Group purchased a further 195 acres of land, in Longtown, Hereford, which should satisfy its carbon offsetting plans for the next decade or more.

Beyond carbon offsetting, the Group continually looks to lower its carbon footprint; this is good news for the environment but also, in most cases, lowers Group operating costs. All companies within the Group have specific KPIs that focus on general carbon reduction objectives and increasingly move towards the circularity of products, the impacts of the materials selected, and reducing waste.

Early in September 2023 the Group showed its commitment to achieving net-zero, by signing a Science Based Targets initiative (SBTi) letter of commitment and therefore commencing the process. The Group's own emissions data has been well accounted for many years as part of its carbon offsetting programme, but net-zero takes a large step forward by also measuring the impact of the Group's international supply chain and the impacts of the Group's products when installed and in use at customers' premises. The Group has been supported throughout the process by third party consultants, but nevertheless, to calculate the required emissions for all Group activities, upstream and downstream, has been an enormous task.

Now that emissions have been calculated, the SBTi commitment letter defines both the Group's near term (2030) targets and net-zero date. By 2030 the Group has set a target, relative to the baseline year 2020/21, to reduce Scope 1 and 2 emissions by 42%, and Scope 3 emissions by 51.6% per GBPm revenue. This will be done in a variety of ways but, in particular, by decarbonisation of Group resources and energy supplies - for example reducing gas use and switching to greener sources such as solar PV supplied electricity, using electric vehicles and making Group products even more efficient - together with increasing the use of SmartScan energy saving technology. The ultimate objective is to achieve net-zero, and the Group's target date is 2040 (ten years ahead of the UK Government's commitment); by this date the Group needs to have reduced its emissions by 90% (allowing for offsetting the remaining 10%). Watch this space.

To finish on a high, Thorlux is very proud to have successfully illuminated the famous Big Ben - or, more correctly, the Elizabeth Tower - in the City of London. Big Ben is one of the most photographed and most iconic buildings in the world. Thorlux developed special products between 2016 and 2022 which provide colour-tuneable illumination of all four clock faces and the balconies above, a new Ayrton Light (a special lighthouse style lamp used to indicate when Parliament is sitting), illumination of the clock mechanism, the bells, including floodlighting the Big Ben bell itself, all internal rooms, and the 340 steps, and all emergency lighting. SmartScan features heavily in the controls for ancillary areas. The project has been kept secret until now, even during the 2023 New Year celebrations. This year's Annual Report and Accounts is therefore adorned with some iconic Thorlux installation photographs.

Personnel

I would like to thank all Group employees for their dedication and commitment throughout the financial year. I would also like to thank, again, David Taylor and Tony Cooper, who, as retiring directors, have spent a total of over 65 years serving the Group; I wish them a long and happy retirement.

Dividend

Performance as a whole for the year to 30 June 2023 allows the Board to recommend an increased final dividend of 4.84p per share (2022: 4.61p), which gives a total for the year of 6.46p (2022: 6.15p excluding special dividend).

Outlook

All Group companies are forecasting some sales growth and all are charged with keeping costs under control and a close eye on sales margins. The Board would like to see further improvements in profitability - especially at the lower performing companies in the Group, which need to step up and do their bit. As the Group becomes larger, costs of managing non-value-added activities become larger too; this means Group companies need to work harder to achieve a good return on sales.

The Group nowadays has excellent resilience to changing conditions, having a firm footprint in numerous geographical territories and across many market sectors.

As a whole, the outlook from the sales teams is positive. At the start of this new financial year, orders are slightly lower than in the same time period last year, and there is some evidence of projects slowing. Costs are under control and some margin improvements have been made, which will provide an improved return on sales. Revenues, however, are expected to see slower growth than in the recent few years.

Mike Allcock

Chairman and Joint Chief Executive

12 October 2023

Consolidated Results

Consolidated Income Statement

For the year ended 30 June 2023

 
                                                      2023      2022 
                                           Notes   GBP'000   GBP'000 
-----------------------------------------  -----  --------  -------- 
Continuing operations 
Revenue                                      2     176,749   143,715 
Cost of sales                                     (98,891)  (80,440) 
-----------------------------------------  -----  --------  -------- 
Gross profit                                        77,858    63,275 
-----------------------------------------  -----  --------  -------- 
Distribution costs                                (19,214)  (15,501) 
Administrative expenses                           (31,292)  (23,482) 
Other operating income                                 480       423 
-----------------------------------------  -----  --------  -------- 
Operating profit                                    27,832    24,715 
Finance income                                         716       527 
Finance expense                                    (1,094)   (1,367) 
Share of (loss)/profit of joint ventures             (520)       228 
-----------------------------------------  -----  --------  -------- 
Profit before income tax                            26,934    24,103 
Income tax expense                           3     (5,000)   (4,030) 
-----------------------------------------  -----  --------  -------- 
Profit for the year                                 21,934    20,073 
-----------------------------------------  -----  --------  -------- 
 

Earnings per share from continuing operations attributable to the equity holders of the Company during the year (expressed in pence per share).

 
                                                2023    2022 
Basic and diluted earnings per share   Notes   pence   pence 
-------------------------------------  -----  ------  ------ 
- Basic                                  8     18.72   17.16 
- Diluted                                8     18.70   17.13 
-------------------------------------  -----  ------  ------ 
 

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2023

 
                                                                        2023      2022 
                                                             Notes   GBP'000   GBP'000 
----------------------------------------------------------  ------  --------  -------- 
Profit for the year:                                                  21,934    20,073 
------------------------------------------------------------------  --------  -------- 
Other comprehensive income/(expenses) 
Items that may be reclassified to profit or loss 
Exchange differences on translation of foreign operations                231     (268) 
------------------------------------------------------------------  --------  -------- 
                                                                         231     (268) 
Items that will not be reclassified to profit or 
 loss 
Revaluation of financial assets at fair value through 
 other comprehensive income                                            (105)      (57) 
Movement on associated deferred tax                                       26        14 
Actuarial (loss)/gain on pension scheme                                (123)       953 
Movement on unrecognised pension scheme surplus                          177   (1,143) 
------------------------------------------------------------------  --------  -------- 
                                                                        (25)     (233) 
 -----------------------------------------------------------------  --------  -------- 
Other comprehensive income/(expense) for the year, 
 net of tax                                                              206     (501) 
------------------------------------------------------------------  --------  -------- 
Total comprehensive income for the year                               22,140    19,572 
------------------------------------------------------------------  --------  -------- 
 

Consolidated Statement of Financial Position

For the year ended 30 June 2023

 
                                                           2023      2022 
                                                        GBP'000   GBP'000 
----------------------------------------------------   --------  -------- 
Assets 
Non-current assets 
Property, plant and equipment                         5  38,763    33,818 
Intangible assets                                     6  70,891    51,865 
Investments in subsidiaries                                   -         - 
Investment property                                       1,986     1,984 
Financial assets at amortised cost                        1,587     1,124 
Equity accounted investments and joint arrangements       5,592     6,112 
Financial assets at fair value through other 
 comprehensive income                                     3,364     3,470 
Deferred income tax assets                                  382       120 
----------------------------------------------------   --------  -------- 
Total non-current assets                                122,565    98,493 
----------------------------------------------------   --------  -------- 
Current assets 
Inventories                                              33,437    32,758 
Trade and other receivables                              35,733    33,018 
Financial assets at amortised cost                        1,266     1,800 
Short-term financial assets                           7       4     5,079 
Cash and cash equivalents                                35,013    35,505 
----------------------------------------------------   --------  -------- 
Total current assets                                    105,453   108,160 
----------------------------------------------------   --------  -------- 
Total assets                                            228,018   206,653 
----------------------------------------------------   --------  -------- 
Liabilities 
Current liabilities 
Trade and other payables                               (37,457)  (35,801) 
Financial liabilities                                   (1,435)     (332) 
Lease liabilities                                         (812)     (506) 
Current income tax liabilities                          (1,143)     (641) 
----------------------------------------------------   --------  -------- 
Total current liabilities                              (40,847)  (37,280) 
----------------------------------------------------   --------  -------- 
Net current assets                                       64,606    70,880 
----------------------------------------------------   --------  -------- 
Non-current liabilities 
Other payables                                         (11,987)  (12,880) 
Financial liabilities                                   (1,461)   (1,830) 
Lease liabilities                                       (3,822)   (2,510) 
Provisions for liabilities and charges                  (3,299)   (2,536) 
Deferred income tax liabilities                         (6,261)   (4,264) 
----------------------------------------------------   --------  -------- 
Total non-current liabilities                          (26,830)  (24,020) 
----------------------------------------------------   --------  -------- 
Total liabilities                                      (67,677)  (61,300) 
----------------------------------------------------   --------  -------- 
Net assets                                              160,341   145,353 
----------------------------------------------------   --------  -------- 
Equity 
Issued share capital                                      1,189     1,189 
Share premium account                                     2,976     2,827 
Capital redemption reserve                                  137       137 
Foreign currency translation reserve                      2,039     1,808 
Retained earnings 
----------------------------------------------------   --------  -------- 
At 1 July                                               139,392   131,631 
Profit for the year attributable to the owners           21,934    20,073 
Other changes in retained earnings                      (7,326)  (12,312) 
----------------------------------------------------   --------  -------- 
                                                        154,000   139,392 
----------------------------------------------------   --------  -------- 
Total equity                                            160,341   145,353 
----------------------------------------------------   --------  -------- 
 

Consolidated Statement of Changes in Equity.

For the year ended 30 June 2023

 
                                                                                   Foreign 
                                               Issued     Share      Capital      currency 
                                                share   premium   redemption   translation   Retained     Total 
                                              capital   account      reserve       reserve   earnings    equity 
                                      Notes   GBP'000   GBP'000      GBP'000       GBP'000    GBP'000   GBP'000 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Balance at 1 July 2021                          1,189     1,960          137         2,076    131,631   136,993 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Comprehensive income 
Profit for the year to 30 
 June 2022                                          -         -            -             -     20,073    20,073 
Actuarial gain on pension 
 scheme                                             -         -            -             -        953       953 
Movement on unrecognised pension 
scheme surplus                                      -         -            -             -    (1,143)   (1,143) 
Revaluation of financial assets 
 at fair value through other 
 comprehensive income                               -         -            -             -       (57)      (57) 
Movement on associated deferred 
 tax                                                -         -            -             -         14        14 
Exchange differences on translation 
 of 
foreign operations                                  -         -            -         (268)          -     (268) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total comprehensive income                          -         -            -         (268)     19,840    19,572 
Transactions with owners 
Shares issued from exercised 
 options                                            -       867            -             -          -       867 
Dividends paid to shareholders            4         -         -            -             -   (12,079)  (12,079) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total transactions with owners                      -       867            -             -   (12,079)  (11,212) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Balance at 30 June 2022                         1,189     2,827          137         1,808    139,392   145,353 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Comprehensive income 
Profit for the year to 30 
 June 2023                                          -         -            -             -     21,934    21,934 
Actuarial loss on pension 
 scheme                                             -         -            -             -      (123)     (123) 
Movement on unrecognised pension 
 scheme surplus                                               -            -             -        177       177 
Revaluation of financial assets 
 at fair value through other 
 comprehensive income                               -         -            -             -      (105)     (105) 
Movement on associated deferred 
 tax                                                -         -            -             -         26        26 
Exchange differences on translation 
 of 
 foreign operations                                 -         -            -           231          -       231 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total comprehensive income                          -         -            -           231     21,909    22,140 
Transactions with owners 
Shares issued from exercised 
 options                                            -       149            -             -          -       149 
Dividends paid to shareholders            4         -         -            -             -    (7,301)   (7,301) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Total transactions with owners                      -       149            -             -    (7,301)   (7,152) 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
Balance at 30 June 2023                         1,189     2,976          137         2,039    154,000   160,341 
------------------------------------  -----  --------  --------  -----------  ------------  ---------  -------- 
 

Consolidated Statement of Cash Flows

For the year ended 30 June 2023

 
                                                           2023      2022 
                                                        GBP'000   GBP'000 
----------------------------------------------------   --------  -------- 
Cash flows from operating activities 
Cash generated from operations                        9  36,216    24,789 
Tax paid                                                (4,341)   (5,049) 
----------------------------------------------------   --------  -------- 
Net cash generated from operating activities             31,875    19,740 
----------------------------------------------------   --------  -------- 
Cash flows from investing activities 
Purchases of property, plant and equipment              (7,739)   (5,510) 
Proceeds from sale of property, plant and equipment         535       423 
Purchases of intangible assets                          (2,255)   (2,366) 
Purchases of subsidiaries (net of cash acquired)       (12,602)  (14,625) 
Purchase of shares in subsidiaries                      (6,445)  (15,219) 
Purchase of investment property                            (22)      (36) 
Net sale of financial assets at fair value through 
 Other Comprehensive Income                                   1       268 
Investment in joint venture                                   -   (4,958) 
Property rental and similar income                           93       113 
Dividend income                                             209       246 
Net withdrawal of short-term financial assets             5,075    18,524 
Interest received                                           434       218 
Repayment of loans                                        1,813         - 
New loans granted                                       (1,748)     (806) 
----------------------------------------------------   --------  -------- 
Net cash used in investing activities                  (22,651)  (23,728) 
----------------------------------------------------   --------  -------- 
Cash flows from financing activities 
Net proceeds from the issuance of ordinary shares           149       867 
Addition of lease liabilities                               203       236 
Proceeds from borrowings                                  1,039         - 
Repayment of borrowings                                 (2.532)   (1,271) 
Payment of lease liabilities                              (789)     (535) 
Payment of interest                                       (339)     (139) 
Dividends paid to Company's shareholders              4 (7,301)  (12,079) 
----------------------------------------------------   --------  -------- 
Net cash used in financing activities                   (9,570)  (12,921) 
----------------------------------------------------   --------  -------- 
Effects of exchange rate changes on cash                  (146)       146 
----------------------------------------------------   --------  -------- 
Net decrease in cash in the year                          (492)  (16,763) 
Cash and cash equivalents at beginning of year           35,505    52,268 
----------------------------------------------------   --------  -------- 
Cash and cash equivalents at end of year                 35,013    35,505 
----------------------------------------------------   --------  -------- 
 

Notes

1 Basis of preparation

The consolidated and company financial statements of FW Thorpe Plc have been prepared in accordance with UK adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, with future changes being subject to endorsement by the UK Endorsement Board.

The financial statements have been prepared on a going concern basis, under the historical cost convention except for the financial instruments measured at fair value either through other comprehensive income or profit and loss per the provisions of IFRS 9 and contingent consideration that are measured at fair value.

There are no other standards that are not yet effective that are expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

The financial statements are presented in Pounds Sterling, which is the Company's functional and presentation currency, rounded to the nearest thousand.

The preparation of financial information in conformity with the basis of preparation described above requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's and Group's accounting policies.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the Company income statement.

The directors confirm they are satisfied that the Group and Company have adequate resources, with GBP35.0m cash to continue in business for the foreseeable future, including the affect of increased costs caused by the on-going Ukraine and Russia conflict, where the Group has no sales, and other global events. The directors have also produced a severe, but plausible downside scenario that demonstrates that the Group could cover its cash commitments over the following year from approving these accounts. For this reason, the directors continue to adopt the going concern basis in preparing the accounts.

The financial information set out in this document does not constitute the statutory financial statements of the Group for the year end 30 June 2023 but is derived from the Annual Report and Accounts 2023. The auditors have reported on the annual financial statements and issued an unqualified opinion.

2 Segmental Analysis

(a) Business segments

The segmental analysis is presented on the same basis as that used for internal reporting purposes. For internal reporting FW Thorpe is organised into twelve operating segments based on the products and customer base in the lighting market - the largest business is Thorlux, which manufactures professional lighting systems for industrial, commercial and controls markets. The business acquired through acquisition of Lumen Intelligence Holding GmbH in September 2022 is included in this segment in accordance with the Group's internal reporting. The businesses in the Netherlands, Lightronics and Famostar, are material subsidiaries and disclosed separately as Netherlands companies. The businesses in the Zemper Group are also material and disclosed separately as the Zemper Group.

The seven remaining operating segments have been aggregated into the "other companies" reportable segment based upon their size, comprising the entities Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT Lighting Limited, Thorlux Lighting L.L.C., Thorlux Australasia Pty Limited and Thorlux Lighting GmbH.

FW Thorpe's chief operating decision-maker (CODM) is the Group Board. The Group Board reviews the Group's internal reporting in order to monitor and assess performance of the operating segments for the purpose of making decisions about resources to be allocated. Performance is evaluated based on a combination of revenue and operating profit. Assets and liabilities have not been segmented, which is consistent with the Group's internal reporting.

 
                                                                                   Inter-        Total 
                                          Netherlands    Zemper       Other       segment   continuing 
                                 Thorlux    companies     Group   companies   adjustments   operations 
                                 GBP'000      GBP'000   GBP'000     GBP'000       GBP'000      GBP'000 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Year to 30 June 2023 
Revenue to external customers    101,859       36,226    19,328      19,336             -      176,749 
Revenue to other group 
 companies                         3,601          417         -       4,667       (8,685)            - 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Total revenue                    105,460       36,643    19,328      24,003       (8,685)      176,749 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
EBITDA                            21,458        7,952     4,205       2,392           588       36,595 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Depreciation and amortisation      4,212          983     2,307       1,261             -        8,763 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Operating profit before 
 acquisition adjustments          18,062        7,187     2,801       1,131           588       29,769 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Operating profit                  17,246        6,969     1,898       1,131           588       27,832 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Net finance expense                                                                              (378) 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Share of loss of joint 
 ventures                                                                                        (520) 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
Profit before income tax                                                                        26,934 
------------------------------  --------  -----------  --------  ----------  ------------  ----------- 
 

Included in the Thorlux segment are additional revenues from SchahlLED of GBP16.9m and operating profits of GBP1.4m. Acquisition adjustments includes amortisation of intangible assets.

 
Year to 30 June 2022 
Revenue to external customers   78,912  34,676  14,152  15,975         -  143,715 
Revenue to other group 
 companies                       5,171     377       -   5,794  (11,342)        - 
------------------------------  ------  ------  ------  ------  --------  ------- 
Total revenue                   84,083  35,053  14,152  21,769  (11,342)  143,715 
------------------------------  ------  ------  ------  ------  --------  ------- 
EBITDA                          16,887   8,514   3,107   2,692       506   31,706 
------------------------------  ------  ------  ------  ------  --------  ------- 
Depreciation and amortisation    3,378   1,043   1,525   1,045         -    6,991 
------------------------------  ------  ------  ------  ------  --------  ------- 
Operating profit before 
 acquisition adjustments        13,509   7,846   2,242   1,647       506   25,750 
------------------------------  ------  ------  ------  ------  --------  ------- 
Operating profit                13,509   7,471   1,582   1,647       506   24,715 
------------------------------  ------  ------  ------  ------  --------  ------- 
Net finance expense                                                         (840) 
------------------------------  ------  ------  ------  ------  --------  ------- 
Share of profit of joint 
 ventures                                                                     228 
------------------------------  ------  ------  ------  ------  --------  ------- 
Profit before income tax                                                   24,103 
------------------------------  ------  ------  ------  ------  --------  ------- 
 

Inter segment adjustments to operating profit consist of property rentals on premises owned by FW Thorpe Plc, adjustments to profit related to stocks held within the Group that were supplied by another segment and elimination of profit on transfer of assets between Group companies.

(b) Geographical analysis

The Group's business segments operate in five main areas, the UK, the Netherlands, Germany, the rest of Europe and the rest of the World. The home country of the Company, which is also the main operating company, is the UK.

 
                        2023         2022 
                     GBP'000      GBP'000 
                    --------  ----------- 
                              (Restated)* 
------------------  --------  ----------- 
UK                    89,917       83,242 
Netherlands           31,845       30,323 
Germany               21,548        8,205 
Rest of Europe        30,039       19,139 
Rest of the World      3,400        2,806 
------------------  --------  ----------- 
                     176,749      143,715 
------------------  --------  ----------- 
 

* Figures are restated as a result of inclusion of Germany as separate geographical segment in the current year.

3 Income Tax Expense

Analysis of income tax expense in the year:

 
                                                        2023       2022 
                                                     GBP'000    GBP'000 
--------------------------------------------------  --------  --------- 
Current tax 
Current tax on profits for the year                    5,515      4,717 
Adjustments in respect of prior years                  (313)      (279) 
--------------------------------------------------  --------  --------- 
Total current tax                                      5,202      4,438 
--------------------------------------------------  --------  --------- 
Deferred tax 
Origination and reversal of temporary differences      (202)      (408) 
--------------------------------------------------  --------  --------- 
Total deferred tax                                     (202)      (408) 
--------------------------------------------------  --------  --------- 
Income tax expense                                     5,000      4,030 
--------------------------------------------------  --------  --------- 
 

The tax assessed for the year is lower (2022: lower) than the standard rate of corporation tax in the UK of 20.50%

(2022: 19.00%). The differences are explained below:

 
                                                               2023      2022 
                                                            GBP'000   GBP'000 
---------------------------------------------------------  --------  -------- 
Profit before income tax                                     26,934    24,103 
---------------------------------------------------------  --------  -------- 
Profit on ordinary activities multiplied by the standard 
 rate in the UK of 20.5% (2022: 19.0%)                        5,521     4,580 
Effects of: 
Expenses not deductible for tax purposes                      1,150       329 
Accelerated tax allowances and other timing differences       (145)     (348) 
Adjustments in respect of prior years                         (313)     (279) 
Patent box relief                                           (1,718)     (812) 
Foreign profit taxed at higher rate                             505       560 
---------------------------------------------------------  --------  -------- 
Tax charge                                                    5,000     4,030 
---------------------------------------------------------  --------  -------- 
 

The effective tax rate was 18.56% (2022: 16.72%). Adjustments in respect of prior years relate to refunds received for prudent assumptions on additional investment allowances and patent box relief in the tax calculations.

The UK corporation tax rate increased from 19% to 25% from 1 April 2023, which was substantively enacted in May 2021 and an average standard rate of 20.50% is applicable to the Company during the current year. Deferred tax assets and liabilities have been calculated based on a rate at which they are expected to crystallise.

4 Dividends

Dividends paid during the year are outlined in the tables below:

 
Dividends paid (pence per share)   2023   2022 
---------------------------------  ----  ----- 
Final dividend                     4.61   4.31 
Special dividend (final)              -   2.20 
Interim dividend                   1.62   1.54 
Special dividend (interim)            -   2.27 
---------------------------------  ----  ----- 
Total                              6.23  10.32 
---------------------------------  ----  ----- 
 

A final dividend in respect of the year ended 30 June 2023 of 4.84p per share, amounting to GBP5,674,000 (2022: GBP5,403,000) is to be proposed at the Annual General Meeting on 16 November 2023 and, if approved, will be paid on 24 November 2023 to shareholders on the register on 27 October 2023. The ex-dividend date is 26 October 2023. These financial statements do not reflect this dividend payable.

 
Dividends proposed (pence per share)   2023  2022 
-------------------------------------  ----  ---- 
Final dividend                         4.84  4.61 
-------------------------------------  ----  ---- 
 
 
                                 2023      2022 
Dividends paid                GBP'000   GBP'000 
---------------------------  --------  -------- 
Final dividend                  5,403     5,043 
Special dividend (final)            -     2,574 
Interim dividend                1,898     1,803 
Special dividend (interim)          -     2,659 
---------------------------  --------  -------- 
Total                           7,301    12,079 
---------------------------  --------  -------- 
 
 
                         2023      2022 
Dividends proposed    GBP'000   GBP'000 
-------------------  --------  -------- 
Final dividend          5,674     5,403 
-------------------  --------  -------- 
 

5 Property, Plant and Equipment

 
                                 Freehold       Plant    Right- 
                                 land and         and    of-use 
                                buildings   equipment    assets     Total 
                                  GBP'000     GBP'000   GBP'000   GBP'000 
-----------------------------  ----------  ----------  --------  -------- 
Cost 
At 1 July 2022                     25,354      33,795     4,356    63,505 
Acquisition of subsidiaries*            -          50       134       184 
Additions                           2,892       4,847     1,751     9,490 
Disposals                               -       (970)     (278)   (1,248) 
Currency translation                 (27)        (33)      (21)      (81) 
-----------------------------  ----------  ----------  --------  -------- 
At 30 June 2023                    28,219      37,689     5,942    71,850 
-----------------------------  ----------  ----------  --------  -------- 
Accumulated depreciation 
At 1 July 2022                      5,477      22,518     1,692    29,687 
Acquisition of subsidiaries*            -           -        38        38 
Charge for the year                   738       2,937       614     4,289 
Disposals                               -       (685)     (220)     (905) 
Currency translation                  (4)        (12)       (6)      (22) 
-----------------------------  ----------  ----------  --------  -------- 
At 30 June 2023                     6,211      24,758     2,118    33,087 
-----------------------------  ----------  ----------  --------  -------- 
Net book amount 
-----------------------------  ----------  ----------  --------  -------- 
At 30 June 2023                    22,008      12,931     3,824    38,763 
-----------------------------  ----------  ----------  --------  -------- 
 

* Acquisition of subsidiaries are the assets acquired from the purchase of the Lumen companies with a fair value of GBP146,000.

 
                                 Freehold       Plant    Right- 
                                 land and         and    of-use 
                                buildings   equipment    assets     Total 
                                  GBP'000     GBP'000   GBP'000   GBP'000 
-----------------------------  ----------  ----------  --------  -------- 
Cost 
At 1 July 2021                     22,094      27,662       895    50,651 
Acquisition of subsidiaries*          975       3,965     3,534     8,474 
Additions                           2,241       3,037       232     5,510 
Disposals                             (1)       (884)     (303)   (1,188) 
Currency translation                   45          15       (2)        58 
-----------------------------  ----------  ----------  --------  -------- 
At 30 June 2022                    25,354      33,795     4,356    63,505 
-----------------------------  ----------  ----------  --------  -------- 
Accumulated depreciation 
At 1 July 2021                      4,638      17,345       417    22,400 
Acquisition of subsidiaries*          234       3,175     1,062     4,471 
Charge for the year                   600       2,703       456     3,759 
Disposals                               -       (714)     (248)     (962) 
Currency translation                    5           9         5        19 
-----------------------------  ----------  ----------  --------  -------- 
At 30 June 2022                     5,477      22,518     1,692    29,687 
-----------------------------  ----------  ----------  --------  -------- 
Net book amount 
-----------------------------  ----------  ----------  --------  -------- 
At 30 June 2022                    19,877      11,277     2,664    33,818 
-----------------------------  ----------  ----------  --------  -------- 
 

* Acquisition of subsidiaries are the assets acquired from the purchase of the Zemper companies with a fair value of GBP4,003,000

6 Intangible Assets

 
                              Development                 Brand       Customer                       Fishing 
                    Goodwill        costs  Technology      name   relationship  Software   Patents    rights     Total 
Group 2023           GBP'000      GBP'000     GBP'000   GBP'000        GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Cost 
At 1 July 2022        32,778       16,320       2,895     3,845          9,460     3,344       159       182    68,983 
Acquisition 
 of subsidiaries*     14,624            -           -     1,354          5,759        38         -         -    21,775 
Additions                  -        1,874           -         -              -       381         -         -     2,255 
Disposals                  -            -           -         -              -      (12)         -         -      (12) 
Write-offs                 -      (4,228)           -         -              -         -         -         -   (4,228) 
Currency 
 translation           (399)         (10)         (2)      (35)          (141)       (4)         -         -     (591) 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2023                 47,003       13,956       2,893     5,164         15,078     3,747       159       182    88,182 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Accumulated 
 amortisation 
At 1 July 2022           252       10,009       2,495     1,273            473     2,460       156         -    17,118 
Charge for the 
 year                      -        2,152         151       434          1,350       367         -         -     4,454 
Disposals                  -            -           -         -              -       (1)         -         -       (1) 
Write-offs                 -      (4,228)           -         -              -         -         -         -   (4,228) 
Currency 
 translation            (19)          (8)         (3)       (5)           (17)         -         -         -      (52) 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2023                    233        7,925       2,643     1,702          1,806     2,826       156         -    17,291 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Net book amount 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2023                 46,770        6,031         250     3,462         13,272       921         3       182    70,891 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
 

* Acquisition of subsidiaries are the assets acquired from the purchase of the Lumen companies with a fair value of GBP7,151,000, excluding goodwill.

Write-offs relate to development assets where no further economic benefits will be obtained.

 
                              Development                 Brand       Customer                       Fishing 
                    Goodwill        costs  Technology      name   relationship  Software   Patents    rights     Total 
Group 2022           GBP'000      GBP'000     GBP'000   GBP'000        GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Cost 
At 1 July 2021        14,431        7,871       2,846     1,257              -     2,811       150       182    29,548 
Acquisition 
 of subsidiaries*     18,320        6,346          45     2,588          9,468       266         6         -    37,039 
Additions                  -        2,096           -         -              -       267         3         -     2,366 
Currency 
 translation              27            7           4         -            (8)         -         -         -        30 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2022                 32,778       16,320       2,895     3,845          9,460     3,344       159       182    68,983 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Accumulated 
 amortisation 
At 1 July 2021           241        4,415       2,179     1,006              -     1,852       150         -     9,843 
Acquisition 
 of subsidiaries*          -        3,770           -         -              -       250         6         -     4,026 
Charge for the 
 year                      -        1,820         308       262            465       358         -         -     3,213 
Currency 
 translation              11            4           8         5              8         -         -         -        36 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2022                    252       10,009       2,495     1,273            473     2,460       156         -    17,118 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
Net book amount 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
At 30 June 
 2022                 32,526        6,311         400     2,572          8,987       884         3       182    51,865 
------------------  --------  -----------  ----------  --------  -------------  --------  --------  --------  -------- 
 

* Acquisition of subsidiaries are the assets acquired from the purchase of the Zemper companies with a fair value of GBP14,693,000, excluding goodwill.

7 Short-Term Financial Assets

 
 
                        2023      2022 
                     GBP'000   GBP'000 
------------------  --------  -------- 
Beginning of year      5,079    23,603 
Net withdrawals      (5,075)  (18,524) 
------------------  --------  -------- 
                           4     5,079 
------------------  --------  -------- 
 

The short-term financial assets consist of term cash deposits with an original term in excess of three months.

8 Earnings Per Share

Basic and diluted earnings per share for profit attributable to equity holders of the Company

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares.

 
Basic                                                         2023         2022 
-----------------------------------------------------  -----------  ----------- 
Weighted average number of ordinary shares in issue    117,199,805  116,953,866 
-----------------------------------------------------  -----------  ----------- 
Profit attributable to equity holders of the Company 
 (GBP'000)                                                  21,934       20,073 
-----------------------------------------------------  -----------  ----------- 
Basic earnings per share (pence per share) total             18.72        17.16 
-----------------------------------------------------  -----------  ----------- 
 

Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares, plus the number of shares earnt for share options where performance conditions have been achieved.

 
Diluted                                                       2023         2022 
-----------------------------------------------------  -----------  ----------- 
Weighted average number of ordinary shares in issue 
 (diluted)                                             117,294,937  117,209,308 
-----------------------------------------------------  -----------  ----------- 
Profit attributable to equity holders of the Company 
 (GBP'000)                                                  21,934       20,073 
-----------------------------------------------------  -----------  ----------- 
Diluted earnings per share (pence per share) total           18.70        17.13 
-----------------------------------------------------  -----------  ----------- 
 

9 Cash Generated from Operations

 
                                                           2023      2022 
                                                        GBP'000   GBP'000 
-----------------------------------------------------  --------  -------- 
Profit before income tax                                 26,934    24,103 
Depreciation charge                                       4,289     3,759 
Depreciation of investment property                          20        19 
Amortisation of intangibles                               4,454     3,213 
Profit on disposal of property, plant and equipment       (192)     (197) 
Net finance expense                                         378       855 
Retirement benefit contributions less current 
 and past service charge                                     54     (190) 
Share of joint venture loss/(profit)                        520     (228) 
Research and development expenditure credit               (382)     (306) 
Effects of exchange rate movements                          952     (520) 
Changes in working capital 
- Decrease/(increase) in inventories                      3,117   (8,986) 
- (Increase)/decrease in trade and other receivables       (98)     (603) 
- (Decrease)/increase in payables and provisions        (3,830)     3,870 
-----------------------------------------------------  --------  -------- 
Cash generated from operations                           36,216    24,789 
-----------------------------------------------------  --------  -------- 
 

10 Business Combination

On 23 September 2022, the Group acquired 80% of the share capital and hence control of Lumen Intelligence Holding GmbH, a company that holds 100% equity interest in SchahlLED Lighting GmbH, a turnkey provider of intelligent energy saving lighting products for the industrial and logistics sectors. The company was acquired for an initial consideration of EUR14.6m (GBP12.9m). There is a fixed commitment to acquire the remaining shares, based on current best estimates, a further EUR7.5m (GBP6.6m) could be payable, which is subject to future performance conditions. Amounts recognised in respect of this acquisition are shown below:

 
                                                    EUR'000  GBP'000 
--------------------------------------------------  -------  ------- 
Intangible assets                                     8,124    7,151 
Property, plant & equipment                              57       50 
Right of use assets                                     109       96 
Deferred tax assets                                     150      132 
Inventories                                           4,450    3,917 
Trade and other receivables                           3,856    3,394 
Cash                                                    324      286 
Trade and other payables                            (4,466)  (3,931) 
Financial liabilities                               (2,563)  (2,256) 
Lease liabilities                                     (549)    (483) 
Current income tax liabilities                        (729)    (642) 
Provisions for liabilities and charges                (800)    (704) 
Deferred tax Liabilities                            (2,428)  (2,137) 
--------------------------------------------------  -------  ------- 
Total identifiable assets                             5,535    4,873 
Goodwill                                             16,616   14,624 
--------------------------------------------------  -------  ------- 
Total purchase consideration                         22,151   19,497 
--------------------------------------------------  -------  ------- 
 
Total purchase consideration satisfied by: 
Cash                                                 14,643   12,888 
Redemption liability                                  5,185    4,563 
Contingent consideration                              2,323    2,046 
--------------------------------------------------  -------  ------- 
Total consideration                                  22,151   19,497 
--------------------------------------------------  -------  ------- 
 
Net cash flow arising acquisition of subsidiaries 
Cash consideration                                   14,643   12,888 
Less cash in subsidiaries acquired                    (324)    (286) 
--------------------------------------------------  -------  ------- 
Cash outflow on acquisition of subsidiaries          14,319   12,602 
--------------------------------------------------  -------  ------- 
 

On acquisition, a valuation exercise on the assets and liabilities of Lumen Intelligence Holding GmbH has been performed; the book value of all assets and liabilities except for warranties are considered to represent fair value. For provision for warranties, additional provision of EUR500,000 (GBP440,000) was applied to reflect the longer term nature of these commitments.

Fair value of intangible assets was assessed and determined on the basis of brand name and customer relationships acquired. Brand name elements was determined using an industry typical royalty rate over a ten years period and customer relationships was determined using an industry typical royalty rate over a six years period, all discounted to the present day.

The goodwill relates to the ongoing level of profitability of the business model, opportunity to sell existing Group and third party products into the German market and potential sourcing benefits for Group companies.

The acquisition of Lumen Intelligence Holding GmbH has been accounted for as if the Group acquired 100% of its share capital as the Group has a commitment and obligation to acquire the remaining outstanding shares in Lumen Intelligence Holding GmbH. Therefore, any post-acquisition profits attributable to non-controlling interests are treated as finance expense of the Group.

For the nine months to 30 June 2023 the Lumen companies contributed EUR19.3m (GBP16.9m) to Group revenue and EUR1.2m (GBP1.0m) to Group profit before tax for the current financial year.

If the acquisition had occurred on 1 July 2022 the consolidated pro-forma revenue and profit before tax for the year ended 30 June 2023 would have been EUR23.9m (GBP20.8m) and EUR1.3m (GBP1.1m) respectively. These amounts have been calculated using the subsidiary's results and adjusting them for:

   --     differences in accounting policies between the Group and the subsidiary; and 

-- the additional depreciation and amortisation that would have been charged, assuming that the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 July 2022, together with the consequential tax benefits.

11 Events after the Statement of Financial Position date

On 17 July 2023, the Group completed its commitment to purchase a piece of land in Wales for a consideration of GBP2.0m. The land will be used to plant trees as part of the Group's effort to reduce its carbon emission footprint.

On 3 October 2023, the Group paid the third tranche of payments for the acquisition of Electrozemper S.A. totalling EUR5.0m (GBP4.3m).

12 Cautionary statement

Sections of this report contain forward looking statements that are subject to risk factors including the economic and business circumstances occurring from time to time in countries and markets in which the Group operates. By their nature, forward looking statements involve a number of risks, uncertainties and future assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could cause actual results and outcomes to differ materially from those expressed in or implied by the forward looking statements. No assurance can be given that the forward-looking statements in this preliminary announcement will be realised. Statements about the Chairman's expectations, beliefs, hopes, plans, intentions and strategies are inherently subject to change, and they are based on expectations and assumptions as to future events, circumstances and other factors which are in some cases outside the Company's control. Actual results could differ materially from the Company's current expectations. It is believed that the expectations set out in these forward looking statements are reasonable but they may be affected by a wide range of variables which could cause actual results or trends to differ materially, including but not limited to, changes in risks associated with the Company's growth strategy, fluctuations in product pricing and changes in exchange and interest rates.

13 Annual report and accounts

The annual report and accounts will be sent to shareholders on 16 October 2023 and will be available, along with this announcement, on the Group's website (www.fwthorpe.co.uk) from 16 October 2023. The Group will hold its AGM on 16 November 2023.

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END

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